##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period ended September 30, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Transition Period from ___________ to ___________
 Commission File Number: 000-19580
 T-3 ENERGY SERVICES, INC.
  Delaware
    
    76-0697390(State or Other Jurisdiction
    
    (IRS Employerof Incorporation or Organization)
    
    Identification No.)7135 Ardmore, Houston, Texas
    
    77054(Address of Principal Executive Offices)
    
    (Zip Code)
 (713) 996-4110
 þ o
 o o
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o o þ




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TABLE OF CONTENTS
 FORM 10-Q
 Item
    
    
    
    PagePART I  FINANCIAL INFORMATION1.
    
    Financial StatementsCondensed Consolidated Balance Sheets as of September 30, 2010 and
December 31, 2009
    
    
    1Condensed Consolidated Statements of Operations for the Three and Nine Months
Ended September 30, 2010 and 2009
    
    
    2Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 2010 and 2009
    
    
    3Condensed Consolidated Statements of Comprehensive Income for the Three
and Nine Months Ended September 30, 2010 and 2009
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    52.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    143.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    234.
    
    Controls and Procedures
    
    
    24PART II  OTHER INFORMATION1A.
    
    Risk Factors
    
    
    256.
    
    Exhibits
    
    
    29EX-31.1EX-31.2EX-32.1EX-32.2
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PART I  FINANCIAL INFORMATION
 
 T-3 ENERGY SERVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands except for share amounts)
 September 30,
    
    
    December 31,2010
    
    
    2009(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    6,720
    
    
    $
    11,747Accounts receivable  trade, net
    
    
    38,159
    
    
    
    28,450Inventories
    
    
    68,945
    
    
    
    53,689Deferred income taxes
    
    
    3,660
    
    
    
    2,485Prepaids and other current assets
    
    
    4,259
    
    
    
    7,311Total current assets
    
    
    121,743
    
    
    
    103,682Property and equipment, net
    
    
    49,755
    
    
    
    49,353Goodwill, net
    
    
    88,871
    
    
    
    88,779Other intangible assets, net
    
    
    30,260
    
    
    
    32,091Other assets
    
    
    6,129
    
    
    
    5,916Total assets
    
    $
    296,758
    
    
    $
    279,821LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable  trade
    
    $
    17,642
    
    
    $
    17,213Accrued expenses and other
    
    
    13,382
    
    
    
    14,359Current maturities of long-term debt
    
    
    
    
    
    
    Total current liabilities
    
    
    31,024
    
    
    
    31,572Long-term debt, less current maturities
    
    
    
    
    
    
    Other long-term liabilities
    
    
    746
    
    
    
    1,144Deferred income taxes
    
    
    8,692
    
    
    
    8,009Commitments and contingenciesStockholders equity:Preferred stock, $.001 par value, 25,000,000 shares
authorized, no shares issued or outstanding
    
    
    
    
    
    
    Common stock, $.001 par value, 50,000,000 shares authorized,
13,338,861 and 13,038,143 shares issued and outstanding at
September 30, 2010 and December 31, 2009
    
    
    13
    
    
    
    13Warrants, 8,595 and 10,157 issued and outstanding at
September 30, 2010 and December 31, 2009
    
    
    17
    
    
    
    20Additional paid-in capital
    
    
    188,260
    
    
    
    181,115Retained earnings
    
    
    66,044
    
    
    
    56,201Accumulated other comprehensive income
    
    
    1,962
    
    
    
    1,747Total stockholders equity
    
    
    256,296
    
    
    
    239,096Total liabilities and stockholders equity
    
    $
    296,758
    
    
    $
    279,821
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T-3 ENERGY SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands except per share amounts)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Revenues:Products
    
    $
    41,541
    
    
    $
    39,098
    
    
    $
    117,803
    
    
    $
    141,645Services
    
    
    12,550
    
    
    
    8,392
    
    
    
    29,723
    
    
    
    24,37954,091
    
    
    
    47,490
    
    
    
    147,526
    
    
    
    166,024Cost of revenues:Products
    
    
    28,501
    
    
    
    25,819
    
    
    
    78,663
    
    
    
    90,226Services
    
    
    7,004
    
    
    
    5,049
    
    
    
    17,277
    
    
    
    14,48835,505
    
    
    
    30,868
    
    
    
    95,940
    
    
    
    104,714Gross profit
    
    
    18,586
    
    
    
    16,622
    
    
    
    51,586
    
    
    
    61,310Selling, general and administrative expenses
    
    
    13,122
    
    
    
    12,876
    
    
    
    38,824
    
    
    
    44,422Equity in earnings of unconsolidated affiliates
    
    
    437
    
    
    
    359
    
    
    
    1,001
    
    
    
    912Income from operations
    
    
    5,901
    
    
    
    4,105
    
    
    
    13,763
    
    
    
    17,800Interest expense
    
    
    (147
    )
    
    
    (159
    )
    
    
    (489
    )
    
    
    (641
    )Other income, net
    
    
    121
    
    
    
    1,234
    
    
    
    258
    
    
    
    1,484Income from continuing operations before provision
for income taxes
    
    
    5,875
    
    
    
    5,180
    
    
    
    13,532
    
    
    
    18,643Provision for income taxes
    
    
    1,393
    
    
    
    1,101
    
    
    
    3,765
    
    
    
    5,856Income from continuing operations
    
    
    4,482
    
    
    
    4,079
    
    
    
    9,767
    
    
    
    12,787Income from discontinued operations, net of tax
    
    
    
    
    
    
    
    
    
    
    76
    
    
    
    Net income
    
    $
    4,482
    
    
    $
    4,079
    
    
    $
    9,843
    
    
    $
    12,787Basic earnings per common share:Continuing operations
    
    $
    .34
    
    
    $
    .32
    
    
    $
    0.75
    
    
    $
    1.01Discontinued operations
    
    $
    
    
    
    $
    
    
    
    $
    0.01
    
    
    $
    Net income per common share
    
    $
    .34
    
    
    $
    .32
    
    
    $
    0.76
    
    
    $
    1.01Diluted earnings per common share:Continuing operations
    
    $
    .34
    
    
    $
    .32
    
    
    $
    0.74
    
    
    $
    1.00Discontinued operations
    
    $
    
    
    
    $
    
    
    
    $
    0.01
    
    
    $
    Net income per common share
    
    $
    .34
    
    
    $
    .32
    
    
    $
    0.75
    
    
    $
    1.00Weighted average common shares outstanding:Basic
    
    
    13,136
    
    
    
    12,811
    
    
    
    13,025
    
    
    
    12,660Diluted
    
    
    13,255
    
    
    
    12,887
    
    
    
    13,181
    
    
    
    12,758
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T-3 ENERGY SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
 Nine Months EndedSeptember 30,2010
    
    
    2009Cash flows from operating activities:Net income
    
    $
    9,843
    
    
    $
    12,787Adjustments to reconcile net income to net cash
provided by (used in) operating activities:Income from discontinued operations, net of tax
    
    
    (76
    )
    
    
    Bad debt expense
    
    
    79
    
    
    
    361Depreciation and amortization
    
    
    6,870
    
    
    
    6,484Amortization of deferred loan costs
    
    
    171
    
    
    
    171Loss (gain) on sale of assets
    
    
    (49
    )
    
    
    18Write-off of property and equipment and inventory, net
    
    
    365
    
    
    
    93Deferred taxes
    
    
    (922
    )
    
    
    (1,137
    )Employee stock-based compensation expense
    
    
    3,687
    
    
    
    5,026Excess tax benefits from stock-based compensation
    
    
    (516
    )
    
    
    (122
    )Equity in earnings of unconsolidated affiliate
    
    
    (1,001
    )
    
    
    (912
    )Return on equity investments in unconsolidated affiliates
    
    
    795
    
    
    
    Changes in assets and liabilities, net of effect of
acquisitions and dispositions:Accounts receivable  trade
    
    
    (9,721
    )
    
    
    17,445Inventories
    
    
    (15,674
    )
    
    
    3,176Prepaids and other current assets
    
    
    3,049
    
    
    
    1,497Other assets
    
    
    (351
    )
    
    
    58Accounts payable  trade
    
    
    446
    
    
    
    (10,325
    )Accrued expenses and other
    
    
    (761
    )
    
    
    (2,840
    )Net cash provided by (used in) operating activities
    
    
    (3,766
    )
    
    
    31,780Cash flows from investing activities:Purchases of property and equipment
    
    
    (5,335
    )
    
    
    (4,181
    )Proceeds from sales of property and equipment
    
    
    146
    
    
    
    116Equity investments in unconsolidated affiliates
    
    
    
    
    
    
    (2,039
    )Cash paid for acquisitions, net of cash acquired
    
    
    
    
    
    
    (7,474
    )Net cash used in investing activities
    
    
    (5,189
    )
    
    
    (13,578
    )Cash flows from financing activities:Net repayments under swing line credit facility
    
    
    
    
    
    
    (750
    )Borrowings on revolving credit facility
    
    
    
    
    
    
    19,000Repayments on revolving credit facility
    
    
    
    
    
    
    (37,000
    )Payments on long-term debt
    
    
    
    
    
    
    (113
    )Proceeds from exercise of stock options
    
    
    3,369
    
    
    
    2,404Proceeds from exercise of warrants
    
    
    23
    
    
    
    Excess tax benefits from stock-based compensation
    
    
    516
    
    
    
    122Net cash provided by (used in) financing activities
    
    
    3,908
    
    
    
    (16,337
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    20
    
    
    
    94Net increase (decrease) in cash and cash equivalents
    
    
    (5,027
    )
    
    
    1,959Cash and cash equivalents, beginning of period
    
    
    11,747
    
    
    
    838Cash and cash equivalents, end of period
    
    $
    6,720
    
    
    $
    2,797
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T-3 ENERGY SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(in thousands)
 Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net income
    
    $
    4,482
    
    
    $
    4,079
    
    
    $
    9,843
    
    
    $
    12,787Other comprehensive income:Foreign currency
translation adjustment,
net of tax
    
    
    409
    
    
    
    679
    
    
    
    215
    
    
    
    1,351Comprehensive income
    
    $
    4,891
    
    
    $
    4,758
    
    
    $
    10,058
    
    
    $
    14,138
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T-3 ENERGY SERVICES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 1. BASIS OF PRESENTATION
  Fair Value of Financial Instruments
  Goodwill and Other Long-Lived Assets
   New Accounting Pronouncements
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2. BUSINESS COMBINATIONS AND DISPOSITIONS
 Pending
Merger with Robbins & Myers, Inc.
      Business Combinations
     Fair value of tangible and intangible assets,
net of cash acquired
    
    $
    8,865Goodwill recorded
    
    
    Total liabilities assumed
    
    
    (1,391
    )Common stock issued
    
    
    Cash paid for acquisitions, net of cash acquired
    
    $
    7,474
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3. INVENTORIES
  September 30,
    
    
    December 31,2010
    
    
    2009Raw materials
    
    $
    7,047
    
    
    $
    5,304Work in process
    
    
    14,640
    
    
    
    11,891Finished goods and component parts
    
    
    47,258
    
    
    
    36,494$
    68,945
    
    
    $
    53,689
 4. DEBT
   5. EARNINGS PER SHARE
  Three Months EndedSeptember 30,2010
    
    
    2009Numerator:Income from continuing operations
    
    $
    4,482
    
    
    $
    4,079Income from discontinued operations
    
    
    
    
    
    
    Net income
    
    $
    4,482
    
    
    $
    4,079
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Three Months EndedSeptember 30,2010
    
    
    2009Denominator:Weighted average common shares outstanding  basic
    
    
    13,136
    
    
    
    12,811Shares for dilutive stock options, restricted stock and warrants
    
    
    119
    
    
    
    76Weighted average common shares outstanding  diluted
    
    
    13,255
    
    
    
    12,887Basic earnings per common share:Continuing operations
    
    $
    .34
    
    
    $
    .32Discontinued operations
    
    
    
    
    
    
    Net income per common share
    
    $
    .34
    
    
    $
    .32Diluted earnings per common share:Continuing operations
    
    $
    .34
    
    
    $
    .32Discontinued operations
    
    
    
    
    
    
    Net income per common share
    
    $
    .34
    
    
    $
    .32
  Nine Months EndedSeptember 30,2010
    
    
    2009Numerator:Income from continuing operations
    
    $
    9,767
    
    
    $
    12,787Income from discontinued operations
    
    
    76
    
    
    
    Net income
    
    $
    9,843
    
    
    $
    12,787Denominator:Weighted average common shares outstanding  basic
    
    
    13,025
    
    
    
    12,660Shares for dilutive stock options, restricted stock and warrants
    
    
    156
    
    
    
    98Weighted average common shares outstanding  diluted
    
    
    13,181
    
    
    
    12,758Basic earnings per common share:Continuing operations
    
    $
    0.75
    
    
    $
    1.01Discontinued operations
    
    
    0.01
    
    
    
    Net income per common share
    
    $
    0.76
    
    
    $
    1.01Diluted earnings per common share:Continuing operations
    
    $
    0.74
    
    
    $
    1.00Discontinued operations
    
    
    0.01
    
    
    
    Net income per common share
    
    $
    0.75
    
    
    $
    1.00
  6. SEGMENT INFORMATION
   8




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(dollars in thousands)PressureControl
    
    Corporate
    
    ConsolidatedThree months ended September 30:2010Revenues
    
    $
    54,091
    
    
    $
    
    
    
    $
    54,091Depreciation and amortization
    
    
    2,103
    
    
    
    232
    
    
    
    2,335Income (loss) from operations
    
    
    9,847
    
    
    
    (3,946
    )
    
    
    5,901Capital expenditures
    
    
    2,112
    
    
    
    251
    
    
    
    2,3632009Revenues
    
    $
    47,490
    
    
    $
    
    
    
    $
    47,490Depreciation and amortization
    
    
    2,019
    
    
    
    238
    
    
    
    2,257Income (loss) from operations
    
    
    8,407
    
    
    
    (4,302
    )
    
    
    4,105Capital expenditures
    
    
    1,230
    
    
    
    19
    
    
    
    1,249PressureControl
    
    Corporate
    
    ConsolidatedNine months ended September 30:2010Revenues
    
    $
    147,526
    
    
    $
    
    
    
    $
    147,526Depreciation and amortization
    
    
    6,168
    
    
    
    702
    
    
    
    6,870Income (loss) from operations
    
    
    25,207
    
    
    
    (11,444
    )
    
    
    13,763Capital expenditures
    
    
    4,774
    
    
    
    561
    
    
    
    5,3352009Revenues
    
    $
    166,024
    
    
    $
    
    
    
    $
    166,024Depreciation and amortization
    
    
    5,806
    
    
    
    678
    
    
    
    6,484Income (loss) from operations
    
    
    35,132
    
    
    
    (17,332
    )
    
    
    17,800Capital expenditures
    
    
    3,629
    
    
    
    552
    
    
    
    4,181
 7. COMMITMENTS AND CONTINGENCIES
    Chevron, U.S.A. v. Aker Maritime, Inc
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8. STOCKHOLDERS EQUITY
 Common Stock
  Warrants
  Additional Paid-In Capital
  9. STOCK-BASED COMPENSATION
  10




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Stock Option Awards
  Nine Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,2010
    
    2009Expected volatility
    
    
    57.00
    %
    
    
    57.96
    %Risk-free interest rate
    
    
    1.84
    %
    
    
    2.33
    %Expected term (in years)
    
    
    4.5
    
    
    
    4.5
   Restricted Stock Awards
   11




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10. INCOME TAXES
   11. OTHER
 Subsequent Events
   12




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 General
   Pending Merger with Robbins & Myers, Inc.
     13




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Recent Industry Event
 Deepwater Horizon Deepwater Horizon Deepwater Horizon
  Deepwater Horizon
 Outlook
 Deepwater Horizon
  14




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Results of Operations
 Three Months ended September 30, 2010 Compared with Three Months ended September 30, 2009
 Revenues.
 Gross Profit.
 Selling, General and Administrative Expenses.
 Equity in Earnings of Unconsolidated Affiliates.
 Interest Expense.
 Other Income, Net.
 Income Taxes.
 Income from Continuing Operations.
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Nine Months ended September 30, 2010 Compared with Nine Months ended September 30, 2009
 Revenues.
 Gross Profit.
 Selling, General and Administrative Expenses.
 Equity in Earnings of Unconsolidated Affiliates.
 Interest Expense.
 Other Income, Net.
 Income Taxes.
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Income from Continuing Operations.
 Discontinued Operations .
 Liquidity and Capital Resources
  Net Cash Provided by (Used in) Operating Activities.
 Net Cash Used in Investing Activities.
 Net Cash Provided by (Used in) Financing Activities.
 Principal Debt Instruments.
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Off-Balance Sheet Arrangements
  Critical Accounting Policies and Estimates
    18




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New Accounting Pronouncements
     Cautionary Note Regarding Forward-Looking Statements
  19




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
    
    sustained or further declines in the prices for oil and natural gas;
    
    declines in spending levels in the oil and natural gas industry;
    
    general economic and business conditions, either internationally or domestically or in
the jurisdictions in which we operate;
    
    our ability to deliver our backlog in a timely fashion;
    
    the implied value of any consideration to be receive by our stockholders in connection
with our pending Merger with R&M;
    
    the possibility that we may not complete the Merger or the likelihood that any of the
conditions to the Merger will be satisfied or waived;
    
    the restrictions imposed on our business during the pendency of the Merger pursuant to
the terms of the Merger Agreement, including restrictions on our ability to solicit
competing acquisition proposals;
    
    the potential adverse effects of the pending merger on our business, including our
relationships with our employees and customers;
    
    the combined companys ability to successfully integrate the businesses of R&M and T-3
following the Merger;
    
    our ability to successfully manage our growth and implement our business plan, including
risks and uncertainties associated with acquisitions;
    
    failing to develop and commercialize new products;
    
    damage to our brand name;
    
    shortages of products used in the manufacture of our products, including raw materials;
    
    competition in the oilfield services industry;
    
    our exposure to product liability claims, warranty claims or other claims or litigation;
    
    the effects of governmental regulation and other legal requirements; and
    
    shortages of qualified personnel.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
       22




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ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Controls Over Financial Reporting
  23




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PART II  OTHER INFORMATION
 
 Item 1A. Risk Factors
  Risk Related to Our Pending Merger with Robbins & Myers
 The exchange ratio is fixed and will not be adjusted in the event of any change in either Robbins &
Myers or T-3s stock price.
  
    
    changes in Robbins & Myers and T-3s respective businesses, operations and prospects,
or the market assessments thereof;
    
    market assessments of the likelihood that the merger will be completed, including
related considerations regarding regulatory approvals of the merger and approval by the
shareholders of Robbins & Myers and the stockholders of T-3; and
    
    general market and economic conditions and other factors generally affecting the price
of Robbins & Myers common shares and our common stock.
  Failure to complete the merger, or a significant delay in the completion of the merger, could
negatively impact our stock price and future business and financial results.
  24




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Obtaining required approvals necessary to satisfy closing conditions may delay or prevent
completion of the merger.
  If lawsuits are filed against Robbins & Myers and T-3 challenging the merger and an adverse ruling
is received, the merger may not be completed.
  The Merger Agreement contains provisions that could discourage a potential competing acquiror of
T-3.
   The pendency of the merger could adversely affect our business and operations.
  
    
    some of our customers may delay or defer decisions, which could negatively impact our
revenues, earnings and cash flows, regardless of whether the merger is completed;
    
    current and prospective employees of T-3 may experience uncertainty about their future
roles with Robbins & Myers following the merger, which may materially and adversely affect
our ability to attract and retain management and other key personnel;
    
    our operations will be restricted by the terms of the Merger Agreement, which may cause
us to forego otherwise beneficial business opportunities; and
    
    managements attention and other company resources may be focused on the merger instead
of on pursuing other opportunities beneficial to us.
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The failure to integrate successfully the businesses of Robbins & Myers and T-3 in the expected
time frame would adversely affect the combined companys results post-merger.
   
    
    the inability to successfully integrate the businesses of Robbins & Myers and T-3 in a
manner that permits the combined company to achieve the cost savings anticipated to result
from the merger;
    
    lost sales and customers as a result of customers of either of the two companies
deciding not to do business with the combined company;
    
    complexities associated with managing the larger, more complex, combined business;
    
    integrating personnel from the two companies while maintaining focus on providing
consistent, high quality products and services;
    
    potential unknown liabilities and unforeseen expenses, delays or regulatory conditions
associated with the merger; and
    
    performance shortfalls at one or both of the companies as a result of the diversion of
managements attention caused by completing the merger and integrating the companies
operations.
 Risks Related to Our Industry
 Recent events in the U.S. Gulf of Mexico and the regulatory response may have a material adverse
impact on our business.
 Deepwater Horizon
 26




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Federal and state legislation and regulatory initiatives relating to hydraulic fracturing could
result in certain of our customers encountering increased costs or additional operating
restrictions or delays in connection with their drilling activities in shale formations throughout
the United States. This could negatively impact our operations and expansion efforts in the
Marcellus Shale region.
   27




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##### Table of Contents



Item 6. Exhibits
 Exhibit Number
    
    
    
    Identification of Exhibit2.1
    
    
    
    Agreement and Plan of Merger, dated as of October 6, 2010,
among Robbins & Myers, Inc., T-3 Energy Services, Inc.,
Triple Merger I, Inc. and Triple Merger II, Inc.
(incorporated herein by reference to Exhibit
2.1 to the Companys Current Report on Form 8-K dated
October 6, 2010).3.1
    
    
    
    Certificate of Incorporation of T-3 Energy Services, Inc.
(incorporated herein by reference to Exhibit 3.1 to the
Companys Current Report on Form 8-K dated December 31,
2001).3.2
    
    
    
    Certificate of Amendment to the Certificate of
Incorporation of T-3 Energy Services, Inc. (incorporated
herein by reference to Exhibit 3.2 to the Companys
Quarterly Report on Form 10-Q for the period ended June
30, 2005).3.3
    
    
    
    Certificate of Amendment to the Certificate of
Incorporation of T-3 Energy Services, Inc. (incorporated
herein by reference to Exhibit 3.1 to the Companys
Quarterly Report on Form 10-Q for the period ended June
30, 2006).3.4
    
    
    
    Certificate of Amendment to the Certificate of
Incorporation of T-3 Energy Services, Inc. (incorporated
herein by reference to Exhibit 3.1 to the Companys
Quarterly Report on Form 10-Q for the period ended June
30, 2007).3.5
    
    
    
    Amended and Restated Bylaws of T-3 Energy Services, Inc.
(incorporated herein by reference to Exhibit 3.1 to the
Companys Current Report on Form 8-K dated December 11,
2007).4.1
    
    
    
    Specimen Certificate of Common Stock, $.001 par value, of
the Company (incorporated herein by reference to Exhibit
4.1 to the Companys 2001 Annual Report on Form 10-K).10.1+
    
    
    
    Employment Agreement by and between James M. Mitchell and
T-3 Energy Services, Inc. (incorporated herein by
reference to Exhibit 10.1 to the Companys Quarterly
Report on Form 10-Q for the period ended March 31, 2010).10.2+
    
    
    
    Amended and Restated 2002 Stock Incentive Plan
(incorporated herein by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K dated June 16, 2010).31.1*
    
    
    
    Certification of Chief Executive Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a), promulgated under the
Securities Exchange Act of 1934, as amended.31.2*
    
    
    
    Certification of Chief Financial Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a), promulgated under the
Securities Exchange Act of 1934, as amended.32.1**
    
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, As
Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act
Of 2002 (Chief Executive Officer).32.2**
    
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, As
Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act
Of 2002 (Chief Financial Officer).
 
 *
    
    Filed herewith.**
    
    Furnished herewith.+
    
    Management contract or compensatory plan or arrangement 28




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SIGNATURES
  T-3 ENERGY SERVICES, INC.By:
    /s/ JASON P. CLARKJason P. Clark (Corporate Controller andChief Accounting  Officer) 29




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##### Table of Contents



INDEX TO EXHIBITS
 Exhibit Number
    
    
    
    Identification of Exhibit2.1
    
    
    
    Agreement and Plan of Merger, dated as of October 6, 2010,
among Robbins & Myers, Inc., T-3 Energy Services, Inc.,
Triple Merger I, Inc. and Triple Merger II, Inc.
(incorporated herein by reference to Exhibit 2.1 to the
Companys Current Report on Form 8-K dated October 6,
2010).3.1
    
    
    
    Certificate of Incorporation of T-3 Energy Services, Inc.
(incorporated herein by reference to Exhibit 3.1 to the
Companys Current Report on Form 8-K dated December 31,
2001).3.2
    
    
    
    Certificate of Amendment to the Certificate of
Incorporation of T-3 Energy Services, Inc. (incorporated
herein by reference to Exhibit 3.2 to the Companys
Quarterly Report on Form 10-Q for the period ended June
30, 2005).3.3
    
    
    
    Certificate of Amendment to the Certificate of
Incorporation of T-3 Energy Services, Inc. (incorporated
herein by reference to Exhibit 3.1 to the Companys
Quarterly Report on Form 10-Q for the period ended June
30, 2006).3.4
    
    
    
    Certificate of Amendment to the Certificate of
Incorporation of T-3 Energy Services, Inc. (incorporated
herein by reference to Exhibit 3.1 to the Companys
Quarterly Report on Form 10-Q for the period ended June
30, 2007).3.5
    
    
    
    Amended and Restated Bylaws of T-3 Energy Services, Inc.
(incorporated herein by reference to Exhibit 3.1 to the
Companys Current Report on Form 8-K dated December 11,
2007).4.1
    
    
    
    Specimen Certificate of Common Stock, $.001 par value, of
the Company (incorporated herein by reference to Exhibit
4.1 to the Companys 2001 Annual Report on Form 10-K).10.1+
    
    
    
    Employment Agreement by and between James M. Mitchell and
T-3 Energy Services, Inc. (incorporated herein by
reference to Exhibit 10.1 to the Companys Quarterly
Report on Form 10-Q for the period ended March 31, 2010).10.2+
    
    
    
    Amended and Restated 2002 Stock Incentive Plan
(incorporated herein by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K dated June 16, 2010).31.1*
    
    
    
    Certification of Chief Executive Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a), promulgated under the
Securities Exchange Act of 1934, as amended.31.2*
    
    
    
    Certification of Chief Financial Officer pursuant to Rule
13a-14(a) or Rule 15d-14(a), promulgated under the
Securities Exchange Act of 1934, as amended.32.1**
    
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, As
Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act
Of 2002 (Chief Executive Officer).32.2**
    
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, As
Adopted Pursuant To Section 906 Of The Sarbanes-Oxley Act
Of 2002 (Chief Financial Officer).
 
 *
    
    Filed herewith.**
    
    Furnished herewith.+
    
    Management contract or compensatory plan or arrangement